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Objectives To determine the safety of urological admissions and procedures during the height of the COVID‐19 pandemic using “hot” and “cold” sites. The secondary objective is to determine risk factors of contracting COVID‐19 within our cohort. Patients and methods A retrospective cohort study of all consecutive patients admitted from March 1 to May 31, 2020 at a high‐volume tertiary urology department in London, United Kingdom. Elective surgery was carried out at a “cold” site requiring a negative COVID‐19 swab 72‐hours prior to admission and patients were required to self‐isolate for 14‐days preoperatively, while all acute admissions were admitted to the “hot” site. Complications related to COVID‐19 were presented as percentages. Risk factors for developing COVID‐19 infection were determined using multivariate logistic regression analysis. Results A total of 611 patients, 451 (73.8%) male and 160 (26.2%) female, with a median age of 57 (interquartile range 44‐70) were admitted under the urology team; 101 (16.5%) on the “cold” site and 510 (83.5%) on the “hot” site. Procedures were performed in 495 patients of which eight (1.6%) contracted COVID‐19 postoperatively with one (0.2%) postoperative mortality due to COVID‐19. Overall, COVID‐19 was detected in 20 (3.3%) patients with two (0.3%) deaths. Length of stay was associated with contracting COVID‐19 in our cohort (OR 1.25, 95% CI 1.13‐1.39). Conclusions Continuation of urological procedures using “hot” and “cold” sites throughout the COVID‐19 pandemic was safe practice, although the risk of COVID‐19 remained and is underlined by a postoperative mortality.

We described how family trauma experienced by Native Americans/Alaskan Indians (NA/AIs) influenced substance use. We explored participants’ desire for culturally tailored interventions during subst...

Reduced intensity conditioning (RIC) is fraught with risk for disease relapse. This may be overcome by donor T cell alloreactivity. Reducing the duration of intense immune suppression in the early term following transplantation may create an immunologic environment favoring rapid T cell reconstitution to influence longer term transplant outcomes. Twenty-six patients were adaptively randomized based on donor-derived T cell recovery, between 2 different dosing schedules of mycophenolate mofetil (MMF): MMF for 30 days post-transplant, with filgrastim for cytokine support (MMF30 arm, 11 patients), or MMF for 15 days post-transplant, with sargramostim (MMF15 arm, 15 patients). All patients were treated with anti-thymocyte globulin at a dose of 1.7 mg/kg/day from day - 9 through day -7 and total body irradiation, 450 cGy given in 3 fractions. Patients were well matched between the study arms and underwent HLA matched related and unrelated donor hematopoietic cell transplantation (HCT). The MMF15 arm demonstrated superior T cell recovery in the first month. This difference persisted through the first year for total T cells, T cell subsets and NK cells. T cell repertoire tended to be more diverse in the MMF15 arm. The long term superior immune recovery in the MMF15 arm is consistent with a disproportionate impact of early interventions in HCT. Clinically, shorter course MMF post-transplant was not associated with increased risk of acute or chronic graft vs. host disease (GVHD), and relapse and there was a trend toward improved overall survival in the MMF15 arm. Reducing the duration of intense immunosuppression in the early term and the use of sargramostim following allogeneic HCT is feasible and leads to superior long-term T cell recovery. This regimen should be studied to improve immune recovery in large cohorts of patients undergoing HCT with RIC.

GPC3 and GPC4 are the only two genes in which mutations are known to cause Simpson-Golabi-Behmel syndrome type 1 (SGBS1). The majority of SGBS1 patients have point mutations or deletions in GPC3. Only one SGBS1 family has been reported with duplication of both GPC3 and GPC4. Although clinical presentation of SGBS1 in affected males is well defined, the phenotype in female carriers is less clear. In total, six female carriers with clinical expression of SGBS1 have been reported to date. In this study, we provide description of two families with rare duplications in both GPC3 and GPC4. These imbalances resulted in SGBS1 in males, while female carriers with skewed X-inactivation exhibited significant features of SGBS1 including congenital heart defect, hernias, intellectual disability and coarse facial features. In family 2, a SGBS diagnosis was not considered in the father until after the diagnosis had been first considered and made in the affected daughter. We emphasize on the importance of testing at risk females and careful examination of those who are found to be carriers of SGBS1. We also discuss and provide supportive evidence for the role of skewed X-inactivation in clinical expression of SGBS1 in female carriers.

Summary Congenital heart defects are a feature of several genetic haploinsufficiency syndromes, often involving transcriptional regulators. One property of haploinsufficient genes is their propensity for network interactions at the gene or protein level. In this article we took advantage of an online dataset of high throughput screening of mutations that are embryonic lethal in mice. Our aim was to identify new genes where the loss of function caused cardiovascular phenotypes resembling the 22q11.2 deletion syndrome models, that is, heterozygous and homozygous loss of Tbx1. One gene with a potentially haploinsufficient phenotype was identified, Setd5, thought to be involved in chromatin modification. We found murine Setd5 haploinsufficiency to be associated with double outlet right ventricle and perimembranous ventricular septal defect, although no genetic interaction with Tbx1 was detected. Conditional mutagenesis revealed that Setd5 was required in cardiopharyngeal mesoderm for progression of the heart tube through the ballooning stage to create a four‐chambered heart.

Alloreactivity forms the basis of allogeneic hematopoietic cell transplantation (HCT), with donor derived T cell response to recipient antigens mediating clinical responses either in part or entirely. These encompass the different manifestations of graft vs. host disease (GVHD), infection risk as well as disease response. Whilst the latter is contingent upon disease biology and thus may be less predictable, the former two are more likely to be directly proportional to the magnitude of donor derived T cell recovery. Herein we explore the quantitative aspects of immune cell recovery following allogeneic HCT and clinical outcomes in two cohorts of HLA matched allograft recipients who received rabbit anti-thymocyte globulin (ATG) on different schedules (days -9 to -7 vs. -3 to -1). Monocyte as well as donor derived T cell (ddCD3) recovery was superior in those given ATG early in their course (days -9/-7). This difference was related to a more rapid rate of ddCD3 recovery, largely driven by CD3+/8+ cells in the first month following transplantation. Early monocyte recovery was associated with later T cell recovery, improved survival, and less chronic GVHD. In contrast rapid and early ddCD3 expansion out of proportion to monocyte recovery was associated with a high likelihood of acute GVHD and poor survival. This analytic methodology demonstrates that modelling ‘early-term immune reconstitution’ following HCT yields insights that may be useful in management of post-transplant immunosuppression and adaptive cellular therapy to optimize clinical outcomes.HighlightsATG given early (day -9 to -7) prior to HCT leads to improved survival and non-relapse mortality. Improved monocyte counts as well as donor-derived T cell counts are seen in recipients of early ATG. Improved clinical outcomes are observed in patients with enhanced monocyte and T cell recovery after HCT.

Emergency medicine is not all ‘ER’—glamour and fast-moving action; much of it requires caring for relatively minor problems or complex elderly patients. Emergency Departments are busy, high-intensity work environments with a high turnover of patients. In order to make time-critical decisions effectively, it is necessary to have a good breadth and depth of knowledge underpinning a sensible and safe approach to dealing with clinical uncertainty. Patients will present with acute and chronic conditions from all specialties. Gathering information rapidly is important. Gaining clues from the patient and their relative(s) is useful, as is obtaining information on events at the scene from the ambulance paramedics. Hospital notes are often not available and neither is the general practitioner (GP), so decisions are made on the basis of limited information. Rather than making definitive diagnoses confirmed by expensive tests, the role of the emergency physician is to determine the immediate threat to life or limb and to treat that threat, while gathering information to make a ‘most likely’ diagnosis so that treatment can be started. Observing the patient in a Clinical Decision Unit can often help to confirm your suspicions, give you further information on how severe a condition is, or eliminate a possible diagnosis. Ultimately, emergency medicine requires the assessment of risk, evaluation of the added benefit of admission over discharge, and excellent communication. The only way to learn emergency medicine is to practise, to discuss patients, and to develop your analytical and decision-making skills. The following questions are designed to develop some of these skills, by showing you an approach to solving the clinical problems that are commonly encountered in the Emergency Department, how to use tests efficiently and effectively, and some of the options for treatment that are available other than admission under inpatient teams.

Context Although primary adrenal insufficiency (PAI) in children and young people is often due to congenital adrenal hyperplasia (CAH) or autoimmunity, other genetic causes occur. The relative prevalence of these conditions is poorly understood. Objective We investigated genetic causes of PAI in children and young people over a 25 year period. Design, Setting and Participants Unpublished and published data were reviewed for 155 young people in the United Kingdom who underwent genetic analysis for PAI of unknown etiology in three major research centers between 1993 and 2018. We pre-excluded those with CAH, autoimmune, or metabolic causes. We obtained additional data from NR0B1 (DAX-1) clinical testing centers. Intervention and Outcome Measurements Genetic analysis involved a candidate gene approach (1993 onward) or next generation sequencing (NGS; targeted panels, exomes) (2013-2018). Results A genetic diagnosis was reached in 103/155 (66.5%) individuals. In 5 children the adrenal insufficiency resolved and no genetic cause was found. Pathogenic variants occurred in 11 genes: MC2R (adrenocorticotropin receptor; 30/155, 19.4%), NR0B1 (DAX-1; 7.7%), CYP11A1 (7.7%), AAAS (7.1%), NNT (6.5%), MRAP (4.5%), TXNRD2 (4.5%), STAR (3.9%), SAMD9 (3.2%), CDKN1C (1.3%), and NR5A1/steroidogenic factor-1 (SF-1; 0.6%). Additionally, 51 boys had NR0B1 variants identified through clinical testing. Although age at presentation, treatment, ancestral background, and birthweight can provide diagnostic clues, genetic testing was often needed to define the cause. Conclusions PAI in children and young people often has a genetic basis. Establishing the specific etiology can influence management of this lifelong condition. NGS approaches improve the diagnostic yield when many potential candidate genes are involved.

BackgroundContracting COVID-19 peri-operatively has been associated with a mortality rate as high as 23%, making prevention vital.ObjectivesThe primary objective is to determine safety of surgical admissions and procedures during the height of the COVID-19 pandemic using ‘hot’ and ‘cold’ sites. The secondary objective is to determine risk factors of contracting COVID-19.Design, Setting and ParticipantsA retrospective cohort study of all consecutive patients admitted from 1st March – 31st May 2020 at a high-volume tertiary urology department in London, United Kingdom. Elective surgery was carried out at a ‘cold’ site requiring a negative COVID-19 swab 72 hours prior to admission and to self-isolate for 14 days pre-operatively, whilst all acute admissions were admitted to the ‘hot’ site.Outcome Measurements and Statistical AnalysisComplications related to COVID-19 were presented as percentages. Risk factors for developing COVID-19 infection were determined using multivariate logistic regression analysis.Results and LimitationsA total of 611 patients, 451 (73.8%) male and 160 (26.2%) female, with a median age of 57 (interquartile range 44-70) were admitted under the urology team; 101 (16.5%) on the ‘cold’ site and 510 (83.5%) on the ‘hot’ site. Procedures were performed in 495 patients of which 8 (1.6%) contracted COVID-19 post-operatively with 1 (0.2%) post-operative mortality due to COVID-19. Overall, COVID-19 was detected in 20 (3.3%) patients with 2 (0.3%) deaths. Length of stay was associated with contracting COVID-19 in our cohort (OR 1.25, 95% CI 1.13-1.39). Limitations include possible under reporting due to post-operative patients presenting elsewhere.ConclusionsContinuation of surgical procedures using ‘hot’ and ‘cold’ sites throughout the COVID-19 pandemic was safe practice, although the risk of COVID-19 remained and is underlined by a post-operative mortality.Patient SummaryUsing ‘hot’ and ‘cold’ sites has allowed the safe continuation of urological practice throughout the height of the COVID-19 pandemic.

Background: Little evidence exists to show the exact impact of the link nurse role in promoting best practice in infection prevention. This paper is a report of the implementation and evaluation of a link nurse programme for community hospitals across one NHS organisation. Aim/objectives: The main aim of the study was to implement and evaluate an infection prevention link programme. The study objectives were: 1) to develop materials for a bespoke infection prevention programme which incorporated education, behaviour change, reward and recognition and 2) to evaluate the implementation of the programme, and to learn about barriers and enablers to implementation. Method: Data were collected using semi-structured telephone interviews, contact logs and online course evaluation. Data were analysed using thematic analysis. Findings: We identified four overarching themes that, collectively, construct a model for the implementation of the link nurse role in infection prevention. The themes are labelled as: selection process, support networks, essential roots, and turning points for success. Discussion: This study contributes to understanding the contribution of link nurses in infection prevention. We suggest our findings are transferable to different settings, and the model provides guidance to support future link nurse programmes and promote best practice in infection prevention practice.

443 A retrospective single centre study exploring the efficacy of sequential tyrosine-kinase inhibitors (TKI) for patients with hepatocellular carcinoma. Background: Hepatocellular carcinoma (HCC) is the third most common cause of cancer mortality. In the UK patients with advanced or intermediate disease despite locoregional treatments are offered a tyrosine-kinase inhibitor (TKI). Sorafenib (SOR) remains the approved first-line choice, with lenvatinib (LEN) and regorafenib (REG) used as either alternative first line or second line therapies, respectively. Previous studies have shown increased overall survival when comparing a single drug to placebo; however few have studied outcomes for patients treated with one or more TKIs. Methods: Data was collected from patients who received TKI therapy for HCC between January, 2016 and September, 2020, within the Barts Health NHS Trust, London. The Electronic Medical Record system was used to gather information pertaining to treatment. The non-parametric Pearson correlation coefficient was calculated using IBM SPSS software to explore the duration of TKI therapy and overall survival. Results: 64 patients were included in the cohort, 17% (n=11) female, 83% (n=53) were male. Median age was 68 years (range 38 - 92 years) and median survival from diagnosis was 18 months (range 4 - 106 months). 51 patients received one TKI, 12 patients received two and 1 patient received three sequential TKIs There was no significant correlation between the number of cycles of SOR or LEN received and overall survival ( p = 0.387), but there was a statistically significant correlation in the group of patients who received SOR and then REG (rs = 0.973, p = 0.000). There was also a statistically significant correlation (rs = 0.360, p = 0.004) between the cumulative number of cycles of TKI treatment and overall survival for all patients (i.e. SOR only, LEN only and those who received more than one TKI). Conclusions: Our analysis suggests that across the cohort, a longer duration of TKI treatment (measured in cycles) may be associated with increased overall survival for patients with advanced HCC. Further data is required to explore the impact on quality of life during therapy. [Table: see text]

Serology remains the mainstay for diagnosis of Epstein-Barr virus (EBV) infection. This study compared two automated platforms (BioPlex 2200 and Architect i2000SR) to test three EBV serological markers: viral capsid antigen (VCA) immunoglobulins of class M (IgM), VCA immunoglobulins of class G (IgG) and EBV nuclear antigen-1 (EBNA-1) IgG. Using sera from 65 patients at various stages of EBV disease, BioPlex demonstrated near-perfect agreement for all EBV markers compared to a consensus reference. The agreement for Architect was near-perfect for VCA IgG and EBNA-1 IgG, and substantial for VCA IgM despite five equivocal results. Since the majority of testing in our hospital was from adults with EBNA-1 IgG positive results, post-implementation analysis of an EBNA-based algorithm showed advantages over parallel testing of the three serologic markers. This small verification demonstrated that both automated systems for EBV serology had good performance for all EBV markers, and an EBNA-based testing algorithm is ideal for an adult hospital.

Cornelia de Lange syndrome (CdLS) is a multisystem genetic disorder associated with unusual facial features, limb abnormalities, a wide range of health conditions, and intellectual disability. Mutations in five genes that encode (SMC1A, SMC3, RAD21) or regulate (NIPBL, HDAC8) the cohesin complex have been identified in up to 70% of individuals. Genetic cause remains unknown for a proportion of individuals. There is substantial heterogeneity in all aspects of CdLS but very little is known about what predicts phenotypic heterogeneity. In this study, we evaluated genotype-phenotype associations in 34 individuals with CdLS. Participants with NIPBL mutations had significantly lower self help skills and were less likely to have verbal skills relative to those who were negative for the NIPBL mutation. No significant differences were identified between the groups in relation to repetitive behavior, mood, interest and pleasure, challenging behavior, activity, impulsivity, and characteristics of autism spectrum disorder whilst controlling differences in self help skills. Significant correlations indicating lower mood, interest and pleasure, and increased insistence on sameness with older age were identified for those who were NIPBL mutation positive. The findings suggest similarities in the behavioral phenotype between those with and without the NIPBL mutation once differences in self help skills are controlled for. However, there may be subtle differences in the developmental trajectory of these behaviors according to genetic mutation status in CdLS.

A scheme of compromise or arrangement may consist of a compromise or arrangement between a company and its creditors or any class of them, or between a company and its members, or any class of them. Schemes of arrangement are not a modern invention. The current legislative provisions are found in CA 2006, Part 26, ss 896–901 (inclusive), which is entitled ‘Arrangements and Reconstructions’, and which substantially reproduces the provisions in CA 1985, ss 425–427 with certain modifications to which reference will be made below. The statute applies the term ‘arrangement’ to include a reorganization of the company’s share capital by the consolidation of different classes of shares or by the division of shares into shares of different classes. CA 2006, Part 27, ss 902–941 (inclusive), deals separately with the provisions enabling the merger or division of a public company. The detailed practice and procedures governing applications for schemes of arrangement under Parts 26 and 27 are beyond the scope of this book and are referred to in this chapter only by way of summary.

Under CA 2006, s 19 the Secretary of State has power to prescribe standard form articles of association for companies and different model articles may be prescribed for different descriptions of companies. Provision is made for private companies limited by shares, private companies limited by guarantee and public companies. They are contained in Schedules 1 to 3 of the Companies (Model Articles) Regulations 2008. It is not compulsory for companies to adopt all or any of the provisions that are contained in the model articles, and in certain situations there is much to be said for having articles that are drafted to meet the particular requirements of individual companies.

The keeping of accurate records of meetings is a fundamental requirement for the efficient management of any institution. As has been discussed in Chapter 17, concerning minutes of shareholders’ meetings, it is important to note that minutes are not a verbatim transcript of the proceedings of a particular meeting, but an accurate record in summary form of what has been debated and decided. In general, minutes of directors’ meetings will record what has been resolved upon, but there may be occasions when the minutes of a board meeting need to record the reasons for a particular decision or the main points arising from a discussion. Where directors of a public listed company have concerns about the way in which that company is being managed or the operation of the board or about a course of action being proposed by the board, the UK Corporate Governance Code requires that directors should ensure that their concerns are recorded in the board minutes if they cannot be resolved. As a matter of practice, directors must appreciate that they may be called to account for their conduct and stewardship of the company’s affairs at any stage, and especially if the company becomes insolvent or

It is frequently the case that a properly convened general meeting of a company has to be adjourned, in the sense of its proceedings being postponed or deferred to a later time, either on the same day or to a date in the future or indefinitely. The reasons for seeking an adjournment are many and varied and may range from a desire to give more time for consideration of an important matter on the agenda, to a preference for postponing a decision until further facts or information are available for shareholders. It should be noted that there is a difference between an adjourned meeting and one that is abandoned. If a meeting is adjourned, the resumed meeting can only conduct the business not dealt with at the original meeting. If a meeting is abandoned the meeting is concluded and a new meeting will need to be called, at which any business, including anything new and anything which was before the original meeting, can be discussed provided that proper notice is given of the new meeting.

It is legitimate for the issued share capital of a company to be divided into shares of different classes, for example, the share capital may include deferred shares, preference shares or redeemable shares as well as ordinary shares. The reasons for such a subdivision of a company’s share capital may be many and arise in a variety of different situations. Where the issued share capital of a company is so divided it may be necessary from time to time to convene separate class meetings when such a course is required by statute or under the terms of a company’s articles of association. Provided that there is due and proper compliance with the legislation and with any applicable provisions in a company’s articles or shareholders’ agreement it is possible for members of a company to vary the rights that may be attached to a particular class of shares. This power must not be abused and the court has specific jurisdiction under CA 2006, s 633 to protect a minority of the members of a class of shares provided that they constitute not less than 15% of the issued shares of the class. Such persons may apply to the court to have

Effective communication by a company with a wide range of persons including its members, employees, bond-holders, debenture-holders and other stakeholders is of fundamental importance to the efficient management of a company. Equally, the ability of shareholders and others to be able to send communications to a company in an orderly and timely manner is a matter of importance. Until recent times the companies legislation has always required documents, notices and other corporate literature such as reports and accounts to be sent by post or delivered to members in what in modern terminology is called ‘hard copy form’. A company’s articles of association, including the 1985 Table A, usually contain detailed provisions dealing with the service of such notices and documentation. However, electronic communication has become the preferred method for many shareholders to receive documents and communications from companies. In recent years, even before the enactment of CA 2006, a large number of public quoted companies with many thousands of members have taken active steps to encourage as many shareholders as possible to elect to receive their documentation in this way rather than in paper format through the postal system substantially for reasons of cost-saving.

For there to be an effective general meeting of members of a company someone has to perform the role of chairman and be appointed to that position. The appointment of a chairman is an indispensable part of any meeting. In the absence of a person exercising procedural control over the affairs of the general meeting it may be unable to proceed to transact business in an orderly manner. At a shareholders’ meeting that person is often the chairman of the board of directors of the particular company but this is not always the case. The chairman is the person who conducts the meeting and leads it through the business on the agenda which is to be transacted. A vast array of skills are required in order to discharge this important role in an efficient and effective manner. In carrying out this task the chairman must have regard not only to the interests and concerns of the majority present but also the rights of the minorities.

The two key organs of a company are the board of directors and the members of the company exercising their constitutional rights in a general meeting. Company law attaches great significance to the due convening of general meetings of shareholders. The general meeting is the forum for considering many of the essential matters relating to the company’s affairs including increasing or reducing the share capital of the company, changes to the memorandum or articles of association, alterations to the composition of the board of directors, considering the content of the company’s financial statements and approving dividends.

This new edition is the only work solely dedicated to the law of company meetings of solvent public and private companies that are registered and incorporated under the Companies Act 2006 and its predecessors. As before, the new edition is written by an author team of great authority who have specialized in company law throughout their careers. The third edition addresses the use of technology in company meetings, and in particular, considers whether it is lawful for a company registered under the Companies Act 2006 to hold a meeting of shareholders by electronic means only. The practical, as well as the legal issues are considered with regard to this issue. The changes brought in by the UK Corporate Governance Code 2018, with regard to the role of the Chair and the board at meetings of listed companies, is covered along with other developments relating to the duties and activities of the Chair such as in Re Dee Valley Group plc 2017. Other important new case law is also covered such as Sharp v Blank 2015 concerning the duty of directors to provide sufficient information to shareholders to enable them to make informed decisions. Amendments made by the Regulatory Reform Act 2013 to the Companies Act 2006 regarding approval by shareholders of director remuneration policy are duly considered. The Rt. Hon Lord Justice David Richards has written a foreword to the third edition, This book is the leading authority on the law of company meetings and resolutions and all practitioners advising on this subject will find this an invaluable tool for desk research as well as a handy companion at company meetings.

In addition to the statutory provisions regulating the proceedings of meetings of members and of directors, a company’s articles of association will contain rules and regulations governing these types of meeting. Plainly, where the legislation prescribes minimum requirements a company is not entitled to have provisions in its articles of association that depart or derogate from these basic rules. For a long time as an adjunct to the statutory provisions relating to meetings there have been articles of association in what may be called a ‘standard form’. Companies may choose to adopt these standard form provisions in their entirety, or with certain amendments, modifications and exclusions. In this part of the book the familiar provisions relating to meetings and decisions of members and of directors that are contained in the Companies (Tables A to F) Regulations 1985 (SI 1985/805) (1985 Table A) are considered and analysed. Many companies on the register of companies retain as their articles the 1985 Table A with various additions, modifications or exclusions.

In accordance with their general powers of management the board of directors of a company are empowered to convene general meetings of members whenever they consider it to be in the best interests of the company to do so and whenever it is necessary. Prior to CA 2006 such meetings were known as extraordinary general meetings so as to distinguish them from the annual general meeting which used to be compulsory for both public and private companies. Under CA 2006 the term ‘extraordinary general meeting’ is no longer used. It is replaced by the generic term ‘general meeting’. The power to convene a meeting is to be found in the articles of association and appears, for example, in reg 37 of the 1985 Table A.

In Part 2 of this book consideration is given to the legal issues concerning meetings of directors. Companies that are registered and incorporated under the Companies Acts vary in size and complexity and as a consequence the regulation of board meetings of such companies will inevitably involve many different considerations and issues. What is required as a matter of practice in respect of the efficient management of large international companies, with many thousands of employees and multi-million pound turnover, will be different from the needs of private unquoted companies with only a few employees and a smaller sphere of operation. Although there will be variations in the procedures regulating directors’ meetings that are dependent on the particular nature of a company, there are certain matters that apply generally and constitute fundamental requirements of proper corporate governance in relation to holding valid and lawful meetings of directors. For example, all directors must be given due notice of a board meeting and receive the agenda and all relevant papers in good time prior to the meeting. The chairman of the board of directors must ensure that the conduct of the board meeting is orderly so that the members of the board may

This chapter considers the different types of resolutions that may be considered either at a company meeting or, in the case of a private company, by written resolution. Shareholders make their decisions by the passing of resolutions. Such resolutions take various forms, the type of which depends upon the size of the required majority for the resolution to be treated as effective. The form and content of company resolutions is now determined by the provisions of CA 2006. Each of these new statutory requirements will be considered in this chapter. In addition, this chapter examines the procedures that must be followed if it is desired to amend a draft resolution before it is voted upon at a general meeting. As will be seen, for special resolutions the possibilities for amendment are much restricted.

It is usual for a valid board meeting to be chaired by one of the directors who will act as the chairman of the board. The chairman is the person who has control of the conduct of the meeting. The person who occupies the position of chairman of the board of directors holds an important position in the hierarchy of a company. It is the responsibility of the chairman to manage the board meeting and, in consultation with the chief executive officer and the company secretary, to set the agenda for board meetings. In managing a board meeting a chairman must ensure that all members of the board receive accurate and proper information in a timely manner so as to enable them to take informed management decisions.

The Companies Act 2006 (CA 2006), which on enactment contained over 1,300 sections, 47 Parts and 16 Schedules, received the Royal Assent on 8 November 2006. The preamble to CA 2006 states that it is ‘An Act to reform company law and restate the greater part of the enactments relating to companies; to make other provision relating to companies and other forms of business organisation; to make provision about directors’ disqualification, business names, auditors and actuaries; to amend Part 9 of the Enterprise Act 2002; and for connected purposes.’ This legislation was the result of a thorough review and overhaul of the statutory provisions affecting registered companies and it replaced all the provisions of the Companies Act 1985 (CA 1985) and other associated statutes. Since November 2006 further additions and amendments have been made to the CA 2006; this is testament to the proposition that the law is ever-evolving to meet new situations and challenges.

In order to convene a general meeting in a lawful manner a valid and regular notice of the general meeting must be issued to all of the members who are entitled to receive notice. There are a number of fundamental requirements of a valid notice. A valid notice of a general meeting must

The need to hold a meeting will arise in many different and diverse situations. All meetings are subject to procedural rules and regulations of the particular institution that has convened the meeting. The reason why there are rules and regulations is so that the participants at a duly convened meeting can transact business in a lawful manner and so that they will be able to debate and discuss issues in an orderly fashion. This book is concerned with the meetings of solvent companies that are registered and incorporated under the statutory provisions regulating companies. The reason for the requirement for meetings under the Companies Act 2006 (CA 2006) is so that the members can attend either in person or by proxy in order to debate and vote on matters affecting the affairs of a company. There are a number of procedures, some that are derived from the common law and others that are the creation of statute, that have to be observed in order for a meeting of a company to transact business in a lawful and regular manner.

Very often when a meeting of members of a company is convened the notice of the meeting will be accompanied by a circular that is addressed to all of the members. Such a circular for distribution to members will be prepared by the board of directors, usually in consultation with relevant appropriate professional advisers. The purpose of sending a circular to members is to appraise them of the reason for, and purpose of, the resolutions that are proposed to be considered at the forth-coming general meeting, and to provide pertinent information to shareholders in order to enable them to take an informed decision as to whether or not to attend the meeting and as to how they will cast their votes. A board of directors must ensure that a circular to members contains an accurate summary of all of the relevant information relating to the proposals upon which the members have been asked to vote at the forthcoming general meeting. In the context of a public listed company, it is to be noted that the Listing Rules of the Financial Conduct Authority require that when the holders of listed equity shares are sent a notice of meeting which includes any

The important subject of written resolutions of private companies is dealt with in CA 2006, Part 13, Chapter 2, which comprises ss 288–300. These individual sections are commented on in detail in Part 3 of this book. These provisions mark a considerable extension of the statutory code previously contained in CA 1985, ss 381A–381C and Sch 15A. These latter provisions were incorporated into CA 1985 by CA 1989 with effect from 1 April 1990. The use of written resolutions is intended to enable private companies to avoid the formalities associated with convening a general meeting of shareholders.

One of the most noteworthy features of modern commerce in the twentieth and twenty-first centuries has been the emergence of the nominee shareholding in large, and in particular, public listed companies. Partly for ease of administration, the clients of banks, brokers and other financial institutions are encouraged to have their share portfolios held on their behalf by nominee companies of the financial institutions. The impact of this structure is such that the nominee company, which may provide a similar service for literally thousands of clients, is the ‘member’ of the company concerned and, under conventional company law and procedure, is the only person entitled to represent the interests of its clients at any general meeting.

The annual general meeting of a company has been an established part of the corporate landscape since the passing of the first Companies Act in 1862. The annual general meeting provides shareholders with the opportunity to consider the contents of the company’s annual financial statements, the reports of the directors and auditors, to choose the composition of the board of directors of the company, to appoint or re-appoint the auditors and to question the management about their conduct of the company’s affairs in the previous year. It is the forum at which the shareholders, in companies both large and small, have the opportunity to ‘have their say’. If the concept of shareholder democracy means anything, it is reflected in the obligation of companies to hold an annual general meeting for their shareholders. However, as will be discussed in this chapter, changes of fashion and the impact of modern practicalities have given rise to a new approach to the annual general meeting in recent years, with the result that such a meeting is in the UK only required as a matter of law for public companies and, since the introduction of the Company (Shareholders’ Rights) Regulations 2009, for private companies that

An individual shareholder may attend a company meeting either in person or by proxy. A corporation, whether a company within the meaning of CA 2006 or otherwise, may attend a meeting by its duly appointed corporate representative or by proxy. The purpose of this chapter is to examine the law on the appointment of proxies and corporate representatives and to consider the rights and powers which they possess. CA 2006 has extended the right of proxies in respect of both public and private companies. Members of public and private companies have the right to appoint more than one proxy and all lawfully appointed proxies can attend, speak and vote at general meetings both on a show of hands and on a poll. The statutory provisions referred to in this chapter were amended in part by the Companies (Shareholders’ Rights) Regulations 2009 with effect from 3 August 2009. Fortunately, as will be seen below, the opportunity afforded by this new legislation was taken to amend some of the drafting in the original statute which was difficult to apply and was the subject of criticism in the first edition of this book. It should be borne in mind that voting by proxy

The purpose of this chapter is to examine the right of a member to vote at general meetings of a company. When a general meeting of a company has been duly convened and proceeds to transact the business contained in the notice, enfranchised members of the company will be able to vote on the particular resolutions. There are two basic methods by which votes may be cast by members at a general meeting. A vote at a general meeting may be taken on a show of hands, or alternatively, a vote may be conducted by means of a poll. These two well-known methods of voting in relation to companies will be considered in this chapter. In addition, as will be seen, it is now possible for a company to provide in its articles for voting in advance on a poll.